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HomeMy WebLinkAboutL Bill of Sale 180405LEASE/PURCHASE AGREEMENT Trust/Union Seattle Area Plumbing & Pipefitters Industry Journeyman and Apprenticeship Training Trust, a joint labor-management employee welfare benefit plan subject to the Employee Retirement Income Security and the Labor Management Relations Act, (the "Trust"), and United Association Local 32 of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada (the "Union"), agree as follows: 1. GENERAL. 1.01.m _ The Sale Parcel. The Trust owns that certain real property which consists of approximately 265,000 square feet of real property, located in the City of Renton, King County, Washington, legally described in the attached Exhibit A ("Trust Property"). Such Property includes a portion thereof consisting of approximately 22,000 square feet of additional property the Trust purchased from an adjoining property owner K & M Holdings IV, LLC, a Washington limited liability company (the "Ashton Property") which Ashton Property is depicted on the sketch attached as Exhibit B to this Agreement. The Union wishes to buy, and the Trust wishes to sell, a portion of the Trust Property, consisting of approximately 35,000 square feet (the "Sale Parcel") and depicted on the sketch attached as Exhibit C-1 to this Agreement, together with all existing rights to development, permits and zoning actions with respect thereto. The Sale Parcel may be larger or smaller than 35,000 square feet, depending on zoning or permitting requirements, and the Union agrees to continue with the lease/purchase contemplated by this Agreement even if the Sale Parcel is ultimately determined to be substantially larger than contemplated herein. Subject to obtaining appropriate land use and other approvals, the Union intends to construct an office building (the "Union Building") on the Sale Parcel to provide office and other space to accommodate the business and functions of the Union. The new Union Building will be developed and constructed by the Union. 1.02 Subdivision/Short Plat. The parties acknowledge that to convey title to the Sale Parcel from the Trust to the Union as contemplated herein, it will be necessary to create a separate legal parcel as to the Sale Parcel. The parties agree to work'cooperatively and reasonably with respect thereto and to accomplish same by short plat or other mechanism as soon as reasonably possible. Provided, however, that if it develops that subdivision of the Sale Parcel cannot be accomplished within a reasonable time frame, then the parties shall work cooperatively to either change the size and/or configuration of the Sale Parcel to accommodate a subdivision/short plat thereof (in which case the Sale Price shall be amended to include any additional land or costs with respect thereto) or shall reasonably negotiate and mutually agree on a long-term ground lease of the Sale Parcel to the Union as a substitute for the property sale contemplated herein. 2. LEASE AND CONVERSION 2.01 2.01 Interim Lease of Construction Parcel. During construction of its building, the Union will require access to a portion of the Sale Parcel, approximately 10,000 square feet in size (the "Construction Parcel"), consisting of an area comprising the "footprint" of the planned Union Building and a surrounding "staging area" reasonably needed for construction purposes. Upon execution of this Lease/Sale Agreement by the Trust and the Union, the lease of the Construction Parcel shall commence. The parties agree that the Construction Parcel will not be specifically designated or determined by survey, but will be approximated informally by the parties in good faith. The exact dimensions and legal description of the Sale Parcel have not yet been specifically determined as of the date hereof, but will subsequently be specifically determined by survey, which will result in a Sale Parcel legal description which, when available, will be attached hereto as Exhibit C-2. As rent for the Construction Parcel, the Union shall pay, in advance, the sum of Five Hundred Dollars ($500) per month, with rent for any partial month involved appropriately prorated, based on the commencement/expiration date involved. The lease aspect of this Agreement is for the sole purpose of allowing the Union to commence development and construction activities on the Sale Parcel as soon as reasonably possible. Except as specifically provided herein, the Union may not sublease all or any portion of the Sale Parcel, and the Trust shall have no obligation to agree to or approve any such subletting. The lease of the reduced size Construction Parcel (approximately 10,000 square feet), rather than leasing the entire Sale Parcel (approximately 35,000 square feet) is an accommodation to the Union to assist and cooperate with the construction of the Union Building. Such lease of the Construction Parcel shall in no manner change the size of the Sale Parcel upon conversion of the lease provisions of this Agreement to a purchase as set forth herein, and at such time the Sale Parcel shall remain as approximately 35,000 square feet as set forth herein. 2.02 Conversion from Lease to Purchase. The purchase of the Sale Parcel from the Trust by the Union requires the specc consent of theDepartment of Labor ("DOL"). Such consent process has been initiated by the Trust and the Union, and a preliminary approval has been obtained, subject to further notifications and administrative action. Additionally, an appropriate subdivision/short plat (presumably a Final Plat accepted by the City for recording) of the Sale Parcel must be approved by the City of Renton including obtaining a Land Use Master Permit to allow the development/construction of the Union Building, the application for which is currently pending with the City of Renton. At such time as a final short plat or other appropriate subdivision mechanism has been approved by the City of Renton for the Sale Parcel including without limitation any access/egress easements or other reasonably necessary rights and/or obligations (the "Conversion Date"), the Union's lease of the Construction Parcel as documented herein shall automatically convert from a lease transaction to a purchase transaction, at which time the "lease" aspects of this transaction shall be deemed completed and the applicable "purchase" aspects of this transaction shall be promptly implemented, including without limitation the Closing of the Trust/Union sale transaction. Provided, however, that notwithstanding the conversion of this transaction from a lease to a purchase transaction, the Union shall be required to continue to pay 2 the agreed rent hereunder until the Closing Date and payment in full of the Purchase Price and Associated Costs. 2.03. Inability to Subdivide. In the event that for whatever reasons) the Sale Parcel cannot be subdivided or subplatted into a separate legal parcel as is contemplated by the parties hereto within two years of the date hereof, this Agreement shall stay in place as a permanent ground lease ("Ground Lease"), and the Union shall continue with its construction and development of the Union Building. Provided, however, that in such event a) the Ground Lease shall be for the full Sale Parcel and not the smaller Construction Parcel, b) the Union shall assume from the commencement date of this Agreement a fair pro -rata share of real estate and other taxes and levies applicable to the Sale Parcel, c) the Union shall promptly obtain any necessary consents or revisions thereof from the Department of Labor, and d) the Union and the Trust shall meet and use best, good faith efforts to agree to a long-term rent schedule for the Sale Property, along with any other changes or additions hereto are reasonably necessary in light of the long-term nature of the lease, including without limitation determination of lease term and renewal provisions and other provisions that are typical for long-term ground lease situations and that comply with applicable laws including the "rule against perpetuities." In the event the Union and the Trust cannot agree on long-term rent or any other reasonably necessary provision for a long-term lease of the Sale Parcel, such provisions shall be determined by binding arbitration under the rules of the American Arbitration Association, 3. SALE PARCEL. 3.01. Agreement of Sale. Promptly after the Conversion Date as specified in Section 2.02 above, the Trust agrees to sell and the Union agrees to purchase the Sale Parcel on the terms and conditions specified in this Agreement. 3.02. Price/Associated Costs. The purchase price ("Purchase Price") of the Sale Parcel shall be the greater of the appraised value of the Sale Parcel or $10.00 per square foot applied to the final determined size of the Sale Parcel. The parties hereby confirm that the Purchase Price referenced herein was specifically negotiated and agreed by the Trust and the Union in good faith taking into consideration all relevant factors. In addition to the Purchase Price, the Union agrees to pay all "Associated Costs" related to the purchase of the Ashton Property and the surveying, planning, design, development and permitting expenses incurred by the Trust as regards the Ashton Property, the Sale Parcel and the Union Building as of the date of mutual execution of this Agreement, and as may be necessarily and reasonably incurred by the Trust in the future prior to Closing with respect thereto. Such Associated Costs to date are as reflected on Exhibit D hereto, and include all known costs (at this time) of vendors such as surveyors, architects, designers, attorneys and the like, involved in the land acquisition or development aspects of the transactions contemplated herein. Associated Costs shall also include, without limitation, the value of any ingress/egress easements or other rights granted or associated with the Union Building, all costs incurred by the Trust with respect to the legal subdivision and/or other division required to allow the "carve out" and legal transfer of the Sale Parcel to the Union, including without limitation survey, land use and legal costs associated therewith, and the cost of determining, surveying and documenting any easements created, granted or otherwise associated with ingress/egress to the Union Building or otherwise in the development and construction thereof. 3 3.03. Terms of Sale. The Purchase Price and Associated Costs shall be paid in cash on Closing Date (the "Closing"). All cash amounts shall be in lawful money of the United States and shall include any deposits or other amounts previously paid (but not including rent paid or payable hereunder). Prior to or at the Closing Date, the Trust shall provide the Union with an updated version of Exhibit D hereto, consisting of a reasonably detailed invoice for all Associated Costs reasonably and necessarily incurred by the Trust up to the Date of Closing. These Associated Costs will be paid at Closing by the Union. Any post -Closing services performed by or at the request of the Trust will be provided simply as an accommodation to the Union and shall not create any additional liability or responsibility for the Trust except as may be specifically provided for herein, and may be subject to reimbursement by the Union in accordance with standard procedure as is typical between the Trust and the Union. 3.04 Parking/Access The Sale Parcel to be transferred to the Union hereunder will include space for at least the minimum number of parking spaces to be utilized by the Union as may be required by applicable zoning code and/or regulations and allow users of the Union Building to have full access/egress across Trust Property as may be reasonably necessary and desirable. The parties may elect to agree on some manner of "joint parking" arrangement that will allow joint use and/or sharing of parking on the Trust Property and the Sale Parcel that will reasonably accommodate the parking needs of both the Trust and the Union. In such event, the parties shall negotiate and execute a separate "parking arrangement" setting forth the conditions of such arrangement. 3.05 Development and Construction Cooueration/Hold Harmless. The Union acknowledges that the Trust's acquisition of the Ashton Property is a necessary prerequisite to the sale/development of the Sale Parcel and for that reason costs/expenses related thereto are included in the acquisition cost of the Sale Parcel. Both parties acknowledge that each is familiar with and knowledgeable of the Associated Costs set forth herein, and that inclusion of such costs is necessary and reasonable as regards the transactions contemplated herein. Both parties acknowledge that the development and construction of the Union Building on the Sale Parcel will occur immediately adjacent to the existing Trust building/facilities (the "Trust Building"), and that each will reasonably cooperate with respect thereto, and will reasonably attempt to minimize any disruption resulting therefrom. Furthermore, the Union hereby agrees to indemnify, defend (by counsel reasonably acceptable to the Trust) and hold harmless the Trust and its officers, directors, agents, trustees and employees from any and all claims, actions, lawsuits, defects, damages, losses and expenses, including but not limited to attorney's fees and court/arbitration fees and costs, arising out of or resulting from the transactions contemplated herein or from any of the plans, designs, permits or development rights assigned to the Union herein or from the development, construction or use of the Sale Parcel and/or the Union Building, and including any damage to the existing Trust Building caused by or related to the development, construction, use or occupancy of the Sale Parcel and/or the Union Building and property. The Union also agrees to take all reasonable actions and efforts during the course of construction of the Union Building to minimize any disruption to the use and occupancy by the Trust of the existing Trust Building. 3.06 Title. On the Closing Date the Trust will pass to the Union lawful title to the Sale Parcel as provided herein, and hereby does assign and transfer to the Union all plans, designs, development rights and permits initiated, held by and/or acquired by the Union as regards the design, development and construction of the Union Building. The Union accepts all plans, designs, development rights and permits "as is" without warranty of any nature by the Trust with respect thereto. 3.07 Termination of Union Office Lease with Trust. The parties acknowledge that pursuant to a pre-existing lease (the "Union Space Lease") the Union currently leases approximately 5,000 square feet of space in the existing Trust Building, which space will no longer be needed by the Union upon its occupancy of the new Union Building. Accordingly, upon completion of the construction of the Union Building the Union shall promptly move out of its space in the Trust Building and into the Union Building, and that upon the completion of such move -out the Union Space Lease shall be terminated, and the Union shall be released from liability thereunder, subject to the Union paying all rent, reimbursements and payments due and properly performing all other tenant obligations thereunder as of the date of final Union move -out. 3.08 Right of First Negotiation. In the event at any time the Union wishes to sell or lease all or any portion of the Sale Parcel and/or the improvements thereon, the Union shall first notify the Trust of such intention in writing. Thereafter, the Trust shall have a period of 30 days (the "Negotiation Period") in which the Union and the Trust shall enter into good faith negotiations for the purchase or lease thereof (with a right to sublease) by the Trust, on terms acceptable to both the Union and the Trust. The Union shall deal exclusively with the Trust during the Negotiation Period, and will not list the Sale Parcel/Union Building or engage in negotiations with other parties during such time with respect to a purchase or lease of the Sale Parcel/Union Building. In the event the Union and the Trust are unable to arrive at a mutually agreeable arrangement during the Negotiation Period, then the Union may, in the Union's discretion, list the Sale Parcel/Union Building for sale or lease and/or deal with other parties for the purchase or lease thereof, and may make such arrangements with respect thereto as the Union may desire. Provided, however, that if with respect to any sale or lease transaction agreed with such "other than Union" buyer/lessee, the price or lease rate of the Sale Parcel/Union Building is lower than that offered to the Trust during the Negotiation Period, or the terms thereof are materially different than the terms previously offered to the Trust, then prior to concluding any sale or lease to such "other than Union" buyer/lessee, the Union shall be required to advise the Trust in writing of such different price or terms, and offer the Sale Parcel/Union Building sale or lease to the Trust on the same terms and conditions as offered to the "other than Union" buyer/lessee. Upon receipt of such "new offer," the Trust shall have Twenty (20) days to reconsider a purchase or lease, and to notify the Union whether it wishes to purchase or lease the Sale Parcel/Union Building. If the Trust does wish to purchase or lease, it shall proceed to purchase or lease on the same terms offered to the "other than Union" buyer/lessee. If the Trust does not wish to purchase then upon the earlier of the Trust's written notification of same to the Union, or the passage of the above -referenced 20 days, the Union may proceed to sell or lease the Sale Parcel/Union Building to such "other than Union" buyer/lessee on the terms so disclosed to the Trust. The parties acknowledge that this Right of First Negotiation provision is intended to give the Trust an opportunity to purchase or lease for any sale or lease of the Sale Parcel/Union Building contemplated by the Union on a case-by-case basis, and consequently shall apply to any and all discrete instances and offers contemplated by the Union for the sale of the Sale Parcel/Union Building. The parties also acknowledge that this Right of First Negotiation shall not apply to any sub -lease of the Sale Parcel by the Union, meaning E that any such subleasing is prohibited by Section 2.01 and Section 9 hereof. 4. ESCROW. Opening. The lease of the Sale Parcel shall commence upon execution of this Lease/Sale Agreement by all parties hereto. The purchase and sale of the Sale Parcel shall be consummated by means of an escrow which is to be opened at Stewart Title Company, Seattle office, (herein "Title Company") immediately after execution of this Agreement. 4.02. Closing. Escrow shall close ("Closing Date") no later than thirty (30) days following the Conversion Date and completion of all conditions precedent to the sale including, but not limited to, the issuance of the Department of Labor's Prohibited Transaction Exemption, the City of Renton acceptance of a Short Plat for the Sale Parcel, and the applicable conditions listed below in Section 5. 4.03. Instructions. The escrow instructions given Title Company shall be consistent with the terms of this Agreement, and shall provide that as between the parties, the terms of this Agreement shall prevail if there is any inconsistency. 4.04. Transaction Costs. The Trust shall bear the cost of recording fees, one-half of the escrow fees, transfer taxes, and the cost of the standard ALTA portion of the title insurance premium. In addition to the Associated Costs set forth on Exhibit D hereto (as may be updated as of Closing), The Union shall bear the expense of one-half of the escrow fees, the extended ALTA portion of the title insurance premium (if such additional coverage is desired by the Union), together with any other endorsements requested by the Union. 4.05. Prorations. All charges and credits with respect to the Sale Parcel, including out limitation real property taxes, bonds and assessments, shall be prorated to Closing Date, 4.06. Title Insurance. The Trust shall cause title to be conveyed to the Union pursuant to a Quitclaim Deed subject only to current taxes and other exceptions approved by the Union pursuant to Section 5.02. The Trust shall cause Title Company to issue its standard ALTA policy of title insurance, subject to the exceptions to title approved by the Union and the standard printed exceptions included in such policy. 5. CONDITIONS TO CLOSE OF ESCROW. 5.01. General. The provisions of this Section 5 are conditions precedent to the close of the escrow described in Section 4 and unless otherwise provided expressly or by context, are covenants. 5.02. Approval of Encumbrances. As soon as reasonably possible after execution of 2 this Agreement the Trust shall provide the Union with a Title Report for the Trust Property, showing all easements, liens and encumbrances thereon, a copy of which shall be attached hereto as Exhibit Eml As soon as reasonably possible thereafter, but in any event no later than seven (7) days after determination of the specific size, location and legal description of the Sale Parcel, and final recording of a short plat for the Sale Parcel as provided herein, the Trust shall provide the Union with a Title Commitment (the "Commitment") for the Sale Parcel, a copy of which shall be attached hereto as Exhibit E-2. The parties understand and accept that no encumbrance representing a monetary obligation (other than applicable taxes) such as a mortgage or property loan will be acceptable on title to the Sale Parcel and must be removed by the Trust, unless appropriate provisions are made between the parties to continue to encumber the Sale Parcel. The Union understands and acknowledges that title to the Sale Parcel will be subject to certain non -monetary easements, encumbrances and/or other exceptions currently existing on the Trust Property, as well as a waterline easement that is in the process of revision (to accommodate the movement of the waterline to accommodate the construction of the Union Building), and will in good faith approve all such non -monetary exceptions except those that, utilizing reasonable and practical judgment, materially affect the construction and/or use or occupancy of the Sale Parcel and the contemplated Union Building to be constructed by the Union. 5.03. Railroad Siding. The Union acknowledges that a) the Sale Parcel is encumbered Dy one or more easements for a railroad siding (the "RR Siding"), b) the RR Siding physically exists but has long since been abandoned, and will be wholly or partially physically removed, c) extensive efforts have been made by the Trust to "formally" declare the RR Siding easement to be abandoned, and d) that despite such efforts the Trust has determined that since the RR Siding is "de facto" abandoned, the effort, resources and cost of legal action necessary to "formally" declare the RR Siding to be abandoned is not justified . The Union agrees with this position, and agrees to accept the Sale Property for all purposes with the RR Siding easement technically still in place. 5.04. Wetlands. The Union acknowledges that an area officially designated as "wetlands" exists adjacent to or partially on the Sale Parcel, and that the owner/users of the Sale Parcel must abide by and accommodate all rules, regulations, and other aspects attendant to wetlands. 5.05 Cash and Deed. The Union shall deposit with the Title Company the cash and other documents required from the Union in connection with the escrow and shall cause the Title Company to deliver the purchase consideration to the Trust upon the Closing Date. The Trust shall N ause the Title Company to be ready, willing and able to record and deliver to the Union the duly executed and acknowledged Quitclaim Deed referred to in Section 4.06, in the form prescribed by law. 6. POSSESSION. Possession of the Sale Parcel shall be given to the Union or its assignee upon the execution hereof by all parties, and may at such time have the full use of such Sale Parcel as lessee pursuant to the lease provisions hereof, and subsequently as buyer pursuant to the purchase provisions hereof. 7 7. BROKERS. The Trust represents that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder's fee in connection with this Agreement. The Union represents that it has not engaged nor is it aware of any person entitled to any brokerage commission or finder's fee in connection with this Agreement. Each party agrees to defend, indemnify and hold harmless the other party against any claim asserted against or adjudged against the other party, for any brokerage commission or finder's fee or any like compensation occasioned by or as a result of any act or omission of each such party, including all attorney's fees, costs, expenses, and any other fees incurred by, charged against, or adjudicated against, the other party, whether or not suit is filed, which are related to this indemnity agreement or enforcement thereof. 8. WARRANTIES. 8.01. Toxic Substances. Except with respect to the information contained in the documents referenced in Exhibit E-1 or Exhibit E-2, which information is incorporated herein by reference, the Trust hereby warrants that to its best knowledge and without additional investigation there is not any contamination, hazardous waste or toxic substance in existence on or below the surface of the Sale Parcel, including without limitation, contamination of the soil, sub -soil or groundwater which constitutes a violation of any law, rule or regulation of any government entity having jurisdiction thereof or which exposes the Union to liability to third parties, or any governmental clean-up or remediation requirements. 8.02. Physical Condition of Sale Parcel. The Trust hereby warrants that to the Trust's best knowledge the Trust is not aware of any adverse sub -surface conditions relating to the land comprising the Sale Parcel, which would affect its use for an industrial building and/or parking lot for automobiles. 8.03. As -Is, Where -Is. Except as stated otherwise herein, the Union acknowledges that the Union is acquiring the Sale Parcel in its "as -is" condition as of the Closing Date, solely in reliance on its own inspections and examination, and its own evaluation of the Sale Parcel. There are no representations, warranties, covenants, understandings or agreements among the parties to this Agreement regarding the Sale Parcel or the transfer of the Sale Parcel contemplated by this Agreement other than those incorporated in this Agreement. 9. DEVELOPMENT AND FINANCING OF SALE PARCEL 9.01 Construction; Risk TY Liens. The Union acknowledges it intends to initiate and continue construction activities on the Sale Parcel as of the commencement of the lease provisions hereof and the Trust hereby consents to such construction activities. Accordingly, all risk of loss and/or damage as regards the Sale Parcel shall pass to the Union as of the commencement of the lease provisions hereof. Further to the provisions of Section 3.05 hereof, the Union shall fully indemnify the Trust from and against any and all risks, issues, liens, loss or damage arising out of its use of or construction activities on the Sale Parcel, including, without limitation, fully advising all contractors or other personnel involved in development or construction activities on the Sale Parcel that, until such time as a purchase thereof by the Union is triggered as provided herein, that such Parcel is not owned by the Union and that no liens or encumbrances thereon can arise or attach thereto. Such provisions shall be included in writing in any development, construction or other contract executed by the Union as regards the Sale Parcel, with language specifically approved in writing by the Trust. 9.02 Union Financing. It is contemplated that the Union will obtain construction and permanent financing for the development and construction of the Union Building. Although the Trust shall not be required to subordinate or otherwise encumber the Trust Property or the Sale Parcel with respect to the Union's financing and/or development, the Trust will reasonably cooperate with such Union financing, and will allow (if reasonably necessary) this Lease/Purchase Agreement to be pledged by the Union as collateral for such financing. Provided, however, that the lender accepting such collateral agrees that in the event of default on such financing that the lender, and any future purchaser/acquirer of such collateral shall fully agree to and perform all provisions as set forth herein, and shall use all reasonable and continuous best efforts to fulfill all conditions of Section 2.02 hereof, such that this Agreement shall convert from lease to purchase. Additionally, any such acquirer of this Agreement shall complete the purchase of the Sale Parcel as soon as reasonably possible, and shall diligently and continuously pursue the development and construction of the Union Building as contemplated. Any deviation therefrom shall require the written consent of the Trust, which consent may be withheld at the reasonable discretion of the Trust. 9.03 Bond. At the reasonable discretion of the Trust, the Trust may require the Union to provide to the Trust, prior to commencing construction activities on the Sale Parcel, a Performance Bond in an amount and containing such terms as are reasonably acceptable to the Trust to protect the Trust, its interests and the Trust Property against liens and other risks, and to provide for the development and construction of the Union Building as contemplated herein. 10. MISCELLANEOUS. 10.01. Choice of Law, Courts, Attorneys' Fees. This Agreement has been executed in King County, Washington, and shall be governed by and construed in accordance with the laws of the State of Washington. Any legal action related to this Agreement shall be commenced in the County in which the Sale Parcel is located. The most successful party in such proceedings shall be entitled to reasonable attorneys' fees and costs, expert witness fees and costs, and all related costs incurred in such action, whether at pre-trial, trial, on appeal, or to enforce any resulting decision or related judgment, or in any arbitration or bankruptcy proceeding. 10.02. Assignment. The Union may not assign this Agreement in whole or in part , without the written consent of the Trust. Any assignment shall not relieve the assigning party of liability hereunder. 10.03. Time of Essence. Time is of the essence of this Agreement and of the escrow provided for herein. 10.04. Integration. This Agreement, including the Exhibits referred to herein, contains the entire agreement of the parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, relating to the subject matter which 9 are not fully expressed herein. This Agreement may be modified only by a writing signed by the party against whom it is sought to be enforced. 10.05. Exhibits. All Exhibits to which reference is made are deemed incorporated into this Agreement as though fully set forth at length, whether or not actually attached. 10.06. Additional Documents. Each party shall execute and deliver such documents or amendments as may be reasonably requested by the other party to carry out the purpose and intent of this Agreement. 10.07. Notice. Any notice required or desired to be given by either party to this Agreement shall be in writing and shall be personally delivered to the address stated below, or in lieu of personal delivery, may be sent by facsimile or email, or may be given by depositing such notice in the United States mail, express or certified, postage prepaid, addressed to the other at the address listed opposite such party's name at the end of this Agreement. Any notice given by facsimile or email shall also be sent by regular mail on the same day, and shall be deemed to have been given on the day the facsimile or email is sent. Any notice given by express mail shall be deemed to have been given on the next business day after its deposit in the United States mail. Any notice given by certified mail shall be deemed to have been given on the date receipt was acknowledged to the postal authorities. Any notice given by mail other than registered or certified mail shall be deemed given only if received by the other party and then on the date of receipt. Either party may, by written notice to the other in the manner aforesaid, change the address or telephone number to which notices addressed to it shall thereafter be faxed or mailed. 10.08. Dependency and Survival of Provisions. The respective warranties, representations, covenants, agreements, obligations, and undertakings of each party hereunder shall be construed as dependent upon and given in consideration of those of the other party, and shall survive the Closing Date and the delivery of deeds. 10.09. Waiver. Waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be waived by such party A any other covenant, condition, or promise hereunder. The waiver by either or both parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. The exercise of any remedy provided by law and the provisions of this Agreement for any remedy shall not exclude other remedies unless they are expressly excluded. 10.10. Drafting and Prepai ation. drafting and preparation of this Agreement. Agreement or any of its terms, both parties drafting and preparation of the same. Each party has cooperated and participated in the Therefore, in any construction to be made of this shall be construed to be equally responsible for the 10.11. Disclaimer. Except as otherwise stated herein, the Union understands and agrees, upon receipt of any and all documents and other information from the Trust, that the Trust does not warrant the accuracy of such materials, express or implied (however, the Trust shall inform the Union of any inaccuracy contained therein actually known to the Trust), but intends only to 10 supply the Union with materials which are in the Trust's possession, to be reviewed and evaluated at the Union's discretion, including but not limited to any maps, diagrams or schematics, of the Sale Parcel, including, without limitation: (i) the quality, nature, adequacy and physical condition and aspects of the Sale Parcel, including but not limited to, elevations, structural elements, access, sewage and utility systems, if any; (ii) the quality, nature, adequacy and physical condition of the soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Sale Parcel, if any; (iv) the development potential of the Sale Parcel and the Sale Parcel's use, merchantability, or fitness or the suitability, value or adequacy of the Sale Parcel for any particular purpose; (v) the zoning or other legal status of the Sale Parcel or any other public or private restrictions on use of the Sale Parcel; (vi) the compliance of the Sale Parcel or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi -governmental entity or of any other person or entity; (vii) the presence of hazardous materials on, under or about the Sale Parcel or the adjoining or neighboring Sale Parcel; and (ix) the condition of title to the Sale Parcel. Except as otherwise stated herein, the Trust shall not be liable for the Union's reliance on the accuracy of the information contained in any such documents. The Union shall rely on the Union's own due diligence on the Sale Parcel prior to Closing Date. The Trust is providing these documents for reference purposes only. It is the Union's sole responsibility to verify the veracity of the documents provided and confirm the condition of the Sale Parcel and any improvements thereon. The Union expressly waives any and all claims against the Trust for any cause of action arising from the Union's reliance on the documents and information provided by the Trust. 10.12. Confidentiality. All information contained in the documents provided which is marked by the Trust as "Confidential" is confidential, and shall not be disclosed by the Union without the prior written consent of the Trust, except to the extent required to be disclosed in accordance with applicable law or pursuant to a court order. Notwithstanding the foregoing, the Union may disclose Confidential information contained in the documents to the Union's attorneys, lenders, accountants or other advisors and consultants ("Authorized Third Parties"), provided such Authorized Third Parties are similarly advised of the documents' confidential nature. Dated % Trust: Seattle Area Plumbing & Pipefitters Industry Journeyman and Apprenticeship Training True` By: By: l Secretary 11 Address: 595 Monster Road, #100 Renton, WA 98055 Union: United Association Local#32 of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada By: EXHIBITS: A —Trust Property Legal Description B —Ashton Property Sketch C-1 — Contemplated Sale Parcel Sketch C-2 — Sale Parcel and Legal Description D — Associated Costs E4 Trust Property Title Report E-2 Sale Parcel Title Commitment 12 Address: 595 Monster Road, #213 Renton, WA 98055 with a copy to: Law Offices of John T. Blanchard 340 N. 133" Street Seattle, WA 98133 Joh n@,JTBAdvocate.com